Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the Offer, if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation the date of the Offerthis Agreement, if required, (i) the Company and Parent shall prepare and file with the SEC the Company preliminary Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) /Prospectus and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC and the Schedule 13E-3 Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. The Parties Parent shall cooperate and consult prepare concurrently with each other in preparation the Proxy Statement/Prospectus the Management Information Circular. Each of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Company and Parent shall use its reasonable best efforts to resolve all SEC comments with respect to (A) have the Schedule 13E-3 and any other required filings Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. Each Party agrees The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to promptly correct any form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information provided by it for use in sufficient detail to permit them to form a reasoned judgment concerning the Schedule 13E-3 which matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall have become false or misleadingcomply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Effective Time, Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information should be relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by any party hereto which Parent or the Company that should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Company Proxy Statement or Schedule 13E-3 Statement/Prospectus, Management Information Circular and/or Form F-4 would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated by to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonParent.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, (i) the Company shall prepare and file with the SEC (A) a prospectus and information statement (the “Prospectus/Information Statement”) or (B) in the event that the Company does not receive written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c), a prospectus and proxy statement relating to the Company Stockholders Meeting (the “Prospectus/Proxy Statement, ”) and (ii) Parent shall prepare and file with the SEC the Proxy Statement and the Form S-4 (which may be made as a single filing). Parent and the Company each shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement, Form S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement cleared by declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Proxy Statement, Form S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will use its reasonable best efforts Parent shall also take any action reasonably required to cause be taken under any applicable Law in connection with the issuance and reservation of shares of Parent Common Stock and/or Verso First Lien Notes in the Merger, and the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after shall furnish all information concerning the Company Proxy Statement is cleared by and the staff holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent and the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate provide each other and provide Parent with their respective Representatives a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SECProspectus/Information Statement, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Prospectus/Proxy Statement, Proxy Statement and Form S-4, as applicable, and shall consider in good faith any comments proposed by the Parties shall jointly prepare other party for inclusion in the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement and file Form S-4, as applicable. Parent will advise the Company in a reasonably prompt manner after it receives written notice of the time when the Form S-4 has become effective under the Securities Act or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock and/or Verso First Lien Notes issuable in connection with the Merger for offering or sale in any jurisdiction, or any written request by the SEC for amendment of the Schedule 13E-3 Form S-4. Parent or the Company, as applicable, will advise the other party in a reasonably prompt matter of the receipt of any comments with respect to the MergerProspectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4 and responses thereto or requests by the SEC for additional information, and will provide the other party in a reasonably prompt manner with copies of any written communication from the SEC or any state securities commission. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3parties, includingafter consultation with the other party (and including comments reasonably proposed by such party), without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall will use its reasonable best efforts to resolve all respond as promptly as practicable to any comments made by the SEC comments with respect to the Schedule 13E-3 and any other required filings Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or Form S-4, as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingapplicable. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto which Parent or the Company that should be set forth in an amendment or supplement to the Company Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or Schedule 13E-3 the Form S-4, as applicable, so that on the Company date the Prospectus/Information Statement or the Prospectus/Proxy Statement, as applicable, is mailed to stockholders of the Company, the Proxy Statement is mailed to stockholders of Parent, or Schedule 13E-3 the Form S-4 becomes effective under the Securities Act, it would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the discovering party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, party in a reasonably prompt manner and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and and, to the extent required by applicable Law, disseminated by to the stockholders of the Company to the shareholders of the Company; providedor Parent, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will use its reasonable best efforts to cause the Company Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders stockholders as promptly soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective under the Securities Act, but in no event earlier than the record date set by the staff Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the SEC. The Merger, and the Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement. The Company /Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other party a reasonable opportunity to review and comment on thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Form S-4 and the Proxy Statement/Prospectus to effect such change (it being understood that any such amendment or supplement shall solely contain (i) the draft of the such Company Proxy Statement (including each amendment or supplement thereto) Adverse Recommendation Change and (ii) all written responses to requests for additional information by and replies to written comments a statement of the staff of the SEC, prior to filing reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and, in such event, the right of consent set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or its business, financial condition or results of operations). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement with Statement/Prospectus or sending such to the SECForm S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, (i) the Company and Parent shall jointly prepare and each shall file with the SEC the preliminary Joint Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 Form S-4 with respect to the shares of Parent Common Stock issuable in the Initial Merger, which shall include the Joint Proxy Statement/Prospectus with respect to the Company Shareholders’ Meeting and Parent Stockholders’ Meeting. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Company and Parent shall use its reasonable best efforts to resolve all SEC comments with respect to (A) have the Schedule 13E-3 and any other required filings Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and Securities Act, and (C) keep the Form S-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Joint Proxy Statement/Prospectus and the Form S-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Joint Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or Form S-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus or Form S-4 or the transactions contemplated by this Agreement within 48 hours of the receipt thereof. Each Party agrees The Joint Proxy Statement/Prospectus and Form S-4 shall comply as to promptly correct any information provided by it for use form in all material respects with the Schedule 13E-3 which shall have become false or misleadingapplicable requirements of the Exchange Act and Securities Act. If at any time prior to the Effective Time, Company Shareholders’ Meeting or Parent Stockholders’ Meeting (or any adjournment or postponement of the Company Shareholders’ Meeting or Parent Stockholders’ Meeting) any information should be relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by any party hereto which Parent or the Company that should be set forth in an amendment or supplement to the Company Joint Proxy Statement or Schedule 13E-3 Statement/Prospectus and Form S-4, so that the Company Joint Proxy Statement or Schedule 13E-3 Statement/Prospectus and Form S-4 would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and and, to the extent required by applicable Law, disseminated by the Company to the shareholders of the Company and the stockholders of Parent. The Company shall cause the Joint Proxy Statement/Prospectus and Form S-4 to be mailed to the Company; provided’s shareholders, howeverand Parent shall cause the Joint Proxy Statement/Prospectus and Form S-4 to be mailed to Parent’s stockholders, that prior to as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act (such filingdate, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon“Clearance Date”).

Filings; Other Actions. (a) As promptly soon as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Transactions. The Parent will cause the Joint Proxy Statement to be mailed to Parent’s shareholders, and the Company will use its reasonable best efforts to cause the Company Joint Proxy Statement to be mailed to the Company’s shareholders stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into options for shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.7(a)(ii) and the conversion of the Company Performance Shares and Company RSUs into shares of Parent Common Stock as set forth in Section 5.7(a)(iii), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Except for annual, quarterly and current reports filed or furnished with the SEC under the Exchange Act, which may be incorporated by reference therein (but subject to Section 5.10), no filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement is cleared will be made by Parent or the staff of Company, as applicable, without the SEC. The Company other’s prior consent (which shall as promptly as reasonably practicable notify Parent of not be unreasonably withheld, delayed or conditioned) and without providing the receipt of any oral or written comments from other the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement (including each amendment or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Joint Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the respective stockholders of Parent and the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will use its reasonable best efforts to cause the Company Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders stockholders as promptly soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared by declared effective under the staff Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the SEC. The Merger, and the Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to furnish all information concerning the Company and the holders of Company Common Stock and Company Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other party a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement (including each amendment Statement/Prospectus or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its commercially reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Each of Parent and the Company will use its reasonable best efforts to cause the Company Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders Parent Shareholders and Company Shareholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared by declared effective under the staff Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of the SEC. The Parent Class A Ordinary Shares in the Merger, and the Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Class A Ordinary Shares for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement (including each amendment Statement/Prospectus or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders of extent required by law, disseminated to the Company; providedParent Shareholders and Company Shareholders, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonapplicable.

Filings; Other Actions. (a) As promptly The Company, Parent and Merger Sub shall take or cause to be taken such actions as reasonably practicable after consummation of may be required to be taken under the OfferExchange Act any other federal securities Laws, if requiredand under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall as promptly as practicable after the date hereof prepare and file (in not event later than November 30, 2007) with the SEC the Company Proxy StatementStatement relating to the Merger and the other transactions contemplated by this Agreement, and Parent and the Company and Parent shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its all reasonable best efforts to have respond to the Company Proxy Statement cleared by the staff comments of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts and to cause the Company Proxy Statement to be mailed to the Company’s shareholders shareholders, all as promptly as reasonably practicable after practicable; provided, however, that prior to the filing of the Proxy Statement, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement which may be required under applicable Law and/or which is cleared reasonably requested by the staff of the SECCompany. The Company shall as promptly as reasonably practicable notify Parent promptly of the receipt of any oral or written comments from the staff of the SEC relating and of any request from the SEC for amendments or supplements to the Company Proxy Statement. The Company shall cooperate Statement or for additional information, and provide will promptly supply Parent with a reasonable opportunity to review and comment on (i) the draft copies of all correspondence between the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of its Representatives, on the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECone hand, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or members of its staff staff, on the other hand, with respect theretoto the Proxy Statement or the Merger. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger13E-3. The Parties parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Schedule 13E-3. Each Party of the Company, Parent and Merger Sub shall use its respective commercially reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees of the Company, Parent and Merger Sub agree to promptly correct any information provided by it for use in the Proxy Statement or Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, Company Meeting any information event should be discovered occur which is required by any party hereto which should applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, Company’s shareholders to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party Parent with respect to such amendment or supplement and shall afford the other Party and their Parent or its Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation the date of the Offerthis Agreement, if required, (i) the Company and Parent shall prepare and file with the SEC the Company preliminary Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) /Prospectus and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 Form F-4 with respect to the Parent Common Shares to be issued in connection with the Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Company and Parent shall use its reasonable best efforts to resolve all SEC comments with respect to (A) have the Schedule 13E-3 and any other required filings Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. Each Party agrees The Proxy Statement/Prospectus and Form F-4 shall comply as to promptly correct any information provided by it for use form in all material respects with the Schedule 13E-3 which shall have become false or misleadingapplicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws. If at any time prior to the Effective Time, Company Stockholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting) any information should be relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by any party hereto which Parent or the Company that should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 Statement/Prospectus and/or Form F-4, so that the Company Proxy Statement or Schedule 13E-3 Statement/Prospectus and/or Form F-4 would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and disseminated by the Company and, to the shareholders extent required by applicable Law, disseminated to the stockholders of the Company; provided, however, that prior . The Company shall cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such filingdate, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon“Clearance Date”).

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Series B Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement is cleared will be made by Parent or the staff of Company, as applicable, without the SEC. The Company other’s prior consent (which shall as promptly as reasonably practicable notify Parent of not be unreasonably withheld, delayed or conditioned) and without providing the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with other party a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Series B Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement (including each amendment or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will use its reasonable best efforts to cause the Company Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders stockholders as promptly soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared by declared effective under the staff Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the SEC. The Merger, and the Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other party a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement (including each amendment Statement/Prospectus or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation Each of the Offer, if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement (including the preliminary Company Proxy Statement) and any amendment or supplement to the preliminary Company Proxy Statement. The Except in the event of an Adverse Recommendation Change specifically permitted by Section 6.02(f), the Company will Proxy Statement shall include the Company Board Recommendation. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty (20) days following the date of this Agreement, the Company shall file with the SEC the preliminary Company Proxy Statement and, thereafter, shall use its reasonable best efforts to have the preliminary Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after practicable; provided, that the Company shall furnish such filing. The Company will use its reasonable best efforts to cause the preliminary Company Proxy Statement to be mailed Parent and give Parent and its legal counsel a reasonable opportunity to the Company’s shareholders as promptly as reasonably practicable after the review such preliminary Company Proxy Statement is cleared prior to filing with the SEC and shall reasonably consider in good faith all reasonable additions, deletions or changes suggested by the staff of the SECParent in connection therewith. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the SEC staff with respect to the preliminary Company Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the SEC relating with respect to the Company Proxy Statement. The Company shall cooperate and provide Parent and its legal counsel with a reasonable opportunity to review and comment on (i) any proposed response to any comment of the draft SEC staff and any amendment or supplement to each of the preliminary and the definitive Company Proxy Statement prior to filing with the SEC and shall reasonably consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses as may be reasonably required to requests for additional information by and replies respond to written comments any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff of the SEC, prior and all information required to filing of be contained in the Company Proxy Statement with or sending such to has been included therein by the SECCompany, and the Company will provide to Parent copies of all such filings made and correspondence shall file the definitive Company Proxy Statement with the SEC or and cause the Company Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its staff with respect theretostockholders of record, as of the record date established by the Company Board. Concurrently with Each of the preparation and filing of Parties shall correct promptly any information provided by it to be used specifically in the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3if required, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which that shall have become false or misleading. If at misleading in any time prior material respect and shall take all steps necessary to file with the Effective Time, SEC and have cleared by the SEC any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that as to correct the same and to cause the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required as so corrected to be stated therein or necessary disseminated to make the statements thereinstockholders of the Company, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, each case to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will use its reasonable best efforts to cause the Company Joint Proxy Statement to be mailed to the Company’s shareholders stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.8(a)(ii) and the conversion of the Company RSUs into shares of Parent Common Stock as set forth in Section 5.8(a)(iii), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement is cleared will be made by Parent or the staff of Company, as applicable, without the SEC. The Company other’s prior consent (which shall as promptly as reasonably practicable notify Parent of not be unreasonably withheld, delayed or conditioned) and without providing the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with other party a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement (including each amendment or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Joint Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by law, disseminated to the respective stockholders of Parent or the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offer, if requiredthis Agreement, the Company Xxxxxx Parties shall prepare and file with the SEC the Company Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and the Xxxxxx Parties and Parent shall prepare the Schedule 13E-3. Parent and the Company Xxxxxx Parties shall cooperate with each other in connection with the preparation of the Company Proxy Statementforegoing documents. The Company Xxxxxx Parties will use its their commercially reasonable best efforts to have the Company Proxy Statement Statement, and Parent and the Xxxxxx Parties will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company Xxxxxx Parties will use its their commercially reasonable best efforts to cause the Company Proxy Statement to be mailed to the CompanyPartnership’s shareholders Unitholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company Xxxxxx Parties shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy StatementStatement or Schedule 13E-3. The Company Xxxxxx Parties shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) ), which comments shall be considered reasonably and in good faith by the Xxxxxx Parties, and Parent and the Xxxxxx Parties shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (ii) including each amendment or supplement thereto), which comments shall be considered reasonably and in good faith by the other party, and all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement such with or sending such to the SEC, and Parent and the Company Xxxxxx Parties will provide to Parent each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or the Schedule 13E-3 so that the Company Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company Xxxxxx Parties with the SEC and disseminated by the Company Xxxxxx Parties to the shareholders Unitholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonPartnership.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect Form S-4, which will include the Proxy Statement/Prospectus. Parent and Company shall use all commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger. The Parties Parent shall cooperate take any action required to be taken under any applicable state securities Laws in connection with the issuance and consult with each reservation of shares of Parent Common Stock in the Merger. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement/Prospectus will be made by Parent or Company, without the other in preparation party’s prior consent (which shall not be unreasonably withheld) and without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company promptly after it receives oral or written notice of the Schedule 13E-3time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, includingor the issuance of any stop order, without limitation, furnishing to the others suspension of the information relating to it required qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Parent and Company will promptly advise the other party of any oral or written request by the Exchange Act to be set forth in SEC for amendment of the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all Form S-4 or the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC comments for additional information, and will promptly provide the other with respect to copies of any written communication from the Schedule 13E-3 and SEC or any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or Company which should be set forth in an amendment or supplement to the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by Law, disseminated to the stockholders of the Parent and Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offer, if requiredthis Agreement, the Company shall prepare and file with the SEC the Company Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4 in which the Joint Proxy Statement will be included as a prospectus. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger. The Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will use its reasonable best efforts to cause the Company Joint Proxy Statement to be mailed to the Company’s shareholders stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, the conversion of the Restricted Shares into the right to receive Parent Common Stock as set forth in Section 5.6(a)(ii) and the conversion of the Restricted Stock Units into shares of Parent Common Stock as set forth in Section 5.6(a)(ii), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement is cleared will be made by Parent or the staff of Company, as applicable, without the SEC. The Company other’s prior consent (which shall as promptly as reasonably practicable notify Parent of not be unreasonably withheld, delayed or conditioned) and without providing the receipt of any oral or written comments from other the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) thereon. Parent or the draft Company, as applicable, will advise the other promptly after it receives oral or written notice of the Company time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement (including each amendment or supplement thereto) the Form S-4 or comments thereon and (ii) all written responses to thereto or requests by the SEC for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECinformation, and will promptly provide the Company will provide to Parent other with copies of all such filings made and correspondence with any written communication from the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingstate securities commission. If at any time prior to the Effective Time, Time any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Joint Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, party and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; providedSEC, however, that prior to such filing, the Company and Parent as the case may be, shall consult with after the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offer, if requiredthis Agreement, the Company shall prepare and file with the SEC the Company Proxy Statement, and the Company and Parent shall prepare and file with the SEC the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statementforegoing documents. The Company will use its reasonable best efforts to have the Proxy Statement, and Parent and the Company Proxy Statement will use their reasonable best efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement such with or sending such to the SEC, and Parent and the Company will provide to Parent each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or the Schedule 13E-3 so that the Company Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Joint Proxy Statement/Prospectus, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement/Prospectus will be included as Parent’s prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Parent will cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company will use its reasonable best efforts to cause the Company Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders stockholders, in each case as promptly as reasonably practicable after the Company Proxy Statement Form S-4 is cleared by declared effective under the staff of the SECSecurities Act. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral No filing of, or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SECto, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with to, the preparation Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without providing the other party a reasonable opportunity to review and filing comment thereon and without the consent of the Company Proxy Statementother party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Parties foregoing shall jointly prepare and file not apply to any filings with the SEC deemed to supplement the Schedule 13E-3 with respect to Form S-4 or any document which forms a part thereof through its incorporation by reference therein. Parent or the Merger. The Parties shall cooperate and consult with each Company, as applicable, will advise the other in preparation promptly after it receives oral or written notice of the Schedule 13E-3time when the Form S-4 has become effective or any supplement or amendment has been filed, includingthe issuance of any stop order, without limitationthe suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, furnishing to the others the information relating to it required or any oral or written request by the Exchange Act to be set forth in SEC for amendment of the Schedule 13E-3Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If If, at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by any party hereto Parent or the Company which should be set forth in an amendment or supplement to any of the Company Form S-4 or the Joint Proxy Statement or Schedule 13E-3 Statement/Prospectus, so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company and, to the shareholders extent required by Law, disseminated to the respective stockholders of Parent and the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly The Company, Parent and Merger Sub shall each use all commercially reasonable efforts to take or cause to be taken such actions as reasonably practicable after consummation of may be required to be taken under the OfferExchange Act, if requiredany other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC SEC, as promptly as practicable following the Company date of this Agreement, the Proxy StatementStatement relating to the Merger and the other transactions contemplated by this Agreement, and Parent and the Company and Parent shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its all commercially reasonable best efforts to have the Company Proxy Statement cleared by the staff respond to any comments of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts and to cause the Company Proxy Statement to be mailed to the Company’s shareholders Company Common Stockholders, all as promptly as reasonably practicable after practicable; provided that prior to the filing of the Proxy Statement, the Company shall consult with Parent with respect to such filing and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company, as promptly as practicable, with any information for inclusion in the Proxy Statement which may be required under applicable Law and/or which is cleared reasonably requested by the staff of the SECCompany. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating and of any request from the SEC for amendments or supplements to the Company Proxy Statement. The Company shall cooperate Statement or for additional information, and provide will promptly supply Parent with a reasonable opportunity to review and comment on (i) the draft copies of all correspondence between the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of its Representatives, on the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECone hand, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or members of its staff with respect thereto. Concurrently with staff, on the preparation and filing of the Company Proxy Statementother hand, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Proxy Statement or the Merger. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3Company, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Parent and Merger Sub shall use its respective commercially reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Each Party agrees of the Company, Parent and Merger Sub agree to promptly correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, Company Meeting any information event should be discovered occur which is required by any party hereto which should applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will, with the cooperation of Parent, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, Company’s stockholders to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, provided that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party Parent with respect to such amendment or supplement and shall afford the other Party and their Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the extent that the Special Committee determines in good faith, after consultation with the legal counsel of the Company or the Special Committee, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company Common Stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event on or before the date that is eighteen (18) Business Days after consummation the date hereof, provided that if the Company requests that Parent agree to a reasonable extension of the Offersuch period, if requiredthen consent to such request shall not be unreasonably withheld, conditioned or delayed), the Company shall prepare and file with the SEC the Proxy Statement (which shall include the Recommendation), and, if necessary, the Company Proxy Statement, and Parent shall prepare any other document required by applicable Law to be filed with the SEC (“Additional Filings”). Parent shall furnish all information concerning Parent and its Subsidiaries to the Company as the Company shall cooperate with each reasonably request, and provide the Company other assistance, as may be reasonably requested in connection with the preparation of the Proxy Statement and any Additional Filings, and the Proxy Statement and any Additional Filings shall include all information reasonably requested by Parent to be included therein. The Company agrees that at the date of mailing to stockholders of the Company and at the time of the Company Meeting, (i) the Proxy StatementStatement will comply with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Merger Sub agree that none of the information supplied by either of them for inclusion in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will use its reasonable best efforts to have the Company Proxy Statement and, to the extent necessary, any Additional Filings cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff SEC (and in any event within five (5) Business Days, provided that if the Company requests that Parent agree to a reasonable extension of the SECsuch period, then consent to such request shall not be unreasonably withheld, conditioned or delayed). The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any Additional Filings (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement such with or sending such to the SEC, and Parent and the Company will provide to Parent each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingSEC. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 any Additional Filings so that the Company Proxy Statement or Schedule 13E-3 any Additional Filings would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare cooperate in preparing and file shall cause to be filed with the SEC mutually acceptable proxy materials for the shareholders of the Company and an information statement pursuant to Rule 14c-2 promulgated under the Exchange Act for the stockholders of Parent that shall together constitute the Proxy Statement, /Prospectus and Parent and the Company shall cooperate with each other in connection prepare, and Parent shall file with the preparation SEC, the Form S-4. The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the Company DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. The Each of Parent and the Company will shall use its reasonable best efforts to have the Company Proxy Statement Statement/Prospectus cleared by the staff of SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the transactions contemplated hereby. Parent and the Company shall, as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of Statement/Prospectus or Form S-4 received from the SEC. The Company shall as promptly as reasonably practicable notify Parent of and the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent each other with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each any amendment or supplement thereto) to the Proxy Statement/Prospectus and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, Form S-4 prior to filing of the Company Proxy Statement such with or sending such to the SEC, and the Company each will provide to Parent copies each other with a copy of all such filings made and correspondence with the SEC SEC. Notwithstanding any other provision herein to the contrary, no amendment or its staff with respect thereto. Concurrently with supplement (including by incorporation by reference) to the preparation and filing of the Company Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that, the Parties shall jointly prepare and file Company, in connection with a Change of Recommendation, may amend or supplement the SEC the Schedule 13E-3 with respect Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the Mergereffect such a Change of Recommendation. The Parties shall cooperate Company and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall Parent will use its reasonable best efforts to resolve all SEC comments with respect cause the Proxy Statement/Prospectus to the Schedule 13E-3 be mailed to Company shareholders and any other required filings Parent stockholders as promptly as practicable after receipt the Form S-4 is declared effective under the Securities Act. Parent and the Company will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If If, at any time prior to the Effective Time, any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto which Parent or the Company and such information should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers hereto discovering such information shall promptly notify the other parties hereto party and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the Offer, if requireddate hereof (and in any event within twenty Business Days after the date hereof), the Company shall prepare and file with the SEC the Company Proxy Statement, which shall, subject to Section 5.4, include the Recommendation, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have respond to any comments by the Company SEC staff in respect of the Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts the receipt thereof, to have the Proxy Statement cleared by the SEC staff as promptly as reasonably practicable and shall cause the Company definitive Proxy Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after of the record date established for the Company Meeting promptly following the time the Proxy Statement is cleared by the staff SEC for mailing to the Company’s stockholders (and in any event within five Business Days after such time). Unless the Board of Directors has made a Change of Recommendation in accordance with Section 5.4(c) or Section 5.4(d), the SECRecommendation shall be included in the Proxy Statement. The Company Parent and Merger Sub shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating provide to the Company Proxy Statement. The Company shall cooperate such information concerning themselves and provide Parent their Affiliates as is customarily included in a proxy statement prepared in connection with a reasonable opportunity to review and comment on (i) the draft transaction of the type contemplated by this Agreement or as otherwise required by applicable Law, requested by the SEC or its staff or as the Company may reasonably request. Prior to filing or mailing the Proxy Statement (including each or any amendment or supplement thereto) and (ii) all written responses or responding to requests for additional information by and replies to written any comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of , the Company Proxy Statement, the Parties shall jointly prepare provide Parent and file with the SEC the Schedule 13E-3 with respect its counsel a reasonable opportunity to the Merger. The Parties shall cooperate review and consult with each other to propose comments on such document or response and consider in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required good faith such comments reasonably proposed by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use Parent or its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it counsel for use in the Schedule 13E-3 which shall have become false or misleadinginclusion therein. If at any time prior to the Effective Time, Company Meeting any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by any party hereto a party, which information should be set forth in an amendment or supplement to the Company Proxy Statement, so that either the Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, the party which discovers such information shall promptly notify the other parties hereto and, in each case as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offer, if requiredthis Agreement, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on on, (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the Offer, if requireddate hereof (but in any event within thirty (30) days after the date hereof), the Company shall prepare and file with the SEC the Company preliminary Proxy Statement, which shall, subject to Section 6.5, include the Recommendation, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared respond to any comments by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause in respect of the Company preliminary Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company receipt thereof, and shall cause the commencement of the mailing of the definitive Proxy Statement to the Company’s stockholders as promptly as practicable following the time the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders (and in any event within three (3) Business Days after such time); provided, that notwithstanding anything to the contrary in the foregoing, in no event shall the definitive Proxy Statement be required to be filed with the SEC or mailed to the Company’s stockholders prior to the No-Shop Period Start Date. For purposes of the prior sentence, the Proxy Statement shall be deemed to be “cleared by the SEC” on (x) the date that is 10 calendar days (calculated in accordance with Rule 14a-6(a) promulgated under the Exchange Act) after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or (y) in the event that the SEC advises during such 10 calendar day period that it intends to review the Proxy Statement, the date on which the Company shall have been informed by the SEC staff that it has no further comments on the Proxy Statement. Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or the staff of the SEC. The Company shall as promptly as reasonably practicable will notify Parent promptly, and in any event, within twenty-four (24) hours, of the receipt of any oral comments or other communications, whether written comments or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC relating in connection with the Transactions and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the Transactions and the Company Proxy Statement. The Company shall cooperate and provide will supply Parent with a reasonable opportunity to review copies of all correspondence between it or any of its Representatives, on the one hand, and comment on (i) the draft SEC or the staff of the Company SEC, on the other hand, with respect to the Proxy Statement or the Transactions. Subject to applicable Law, prior to filing or mailing the Proxy Statement (including each the preliminary Proxy Statement) (or any amendment or supplement thereto) and (ii) all written responses or responding to requests for additional information by and replies to any written comments of the staff of the SECSEC with respect thereto, prior to filing of the Company Proxy Statement with shall provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or sending such to the SEC, response and the Company will provide to shall consider in good faith such comments reasonably proposed by Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it counsel for use in the Schedule 13E-3 which shall have become false or misleadinginclusion therein. If at any time prior to the Effective Time, Company Stockholders’ Meeting any information should be relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by any party hereto which a Party that should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall will promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation the execution of this Agreement (but no later than 10 (ten) Business Days after the date hereof), subject to the receipt from Parent and Merger Sub of the Offer, if requiredinformation described in the second sentence of this clause (a), the Company shall prepare (in consultation with Parent and after taking into account any comments made by Parent) and file with the SEC (i) the Company Proxy Statement, which shall, subject to Section 5.3, include the Recommendation and Parent (ii) a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”), and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its all commercially reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC respond as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to any comments by the SEC staff in respect of the Proxy Statement and the Schedule 13E-3 and to cause the Company definitive Proxy Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after the Company date of this Agreement. Parent and Merger Sub shall furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement and the Schedule 13E-3, or that is cleared by the staff customarily included in a proxy statement or a Schedule 13E-3 prepared in connection with transactions of the SECtype contemplated by this Agreement. The Company shall as promptly as reasonably practicable notify Parent of upon the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with or any request from the SEC the Schedule 13E-3 with respect or its staff for amendments or supplements to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to Proxy Statement or the Schedule 13E-3 and any shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other required filings as promptly as practicable after receipt thereof. Each Party agrees hand, relating to promptly correct any information provided by it for use in the Proxy Statement or the Schedule 13E-3 which shall have become false or misleading13E-3. If at any time prior to the Effective Time, Company Meeting any information should be relating to the Company, Parent or any of their respective Affiliates, officers or directors is discovered by any party hereto the Company or Parent which should be set forth in an amendment or supplement to the Company Proxy Statement or the Schedule 13E-3 13E-3, so that the Company Proxy Statement or Statement, Schedule 13E-3 would or the other filings shall not include any misstatement contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not no misleading, the party which discovers such information shall promptly notify the other parties hereto party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, an appropriate disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or making the other filings (including the Schedule 13E-3) (or, in each case, any amendment or supplement describing such information shall be promptly filed by the Company with thereto) or responding to any comments of the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filingwith respect thereto, the Company shall provide Parent an opportunity to review and Parent as the case may be, shall consult with the other Party with respect to comment on such amendment document or supplement response and shall afford include in such document or response comments reasonably proposed by Parent in good faith. The Company shall cause the other Party Proxy Statement to be mailed to holders of Common Stock as of the record date established for the Company Meeting as promptly as practicable, and their Representatives reasonable opportunity to comment thereonin no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the Offer, if requireddate hereof (but in any event within twenty-five (25) Business Days after the date hereof), the Company shall prepare and file with the SEC the Company preliminary Proxy Statement, which shall, subject to Section 6.4, include the Recommendation, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have respond to any comments by the Company SEC staff in respect of the preliminary Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to the receipt thereof, and shall cause the Company definitive Proxy Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after following the Company time the Proxy Statement is cleared by the staff SEC for mailing to the Company’s (and in any event within ten Business Days after such time). Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the SECtype contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff or as the Company may reasonably request. The Company shall as promptly as reasonably practicable will notify Parent promptly of the receipt of any oral comments or other communications, whether written comments or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC relating in connection with the Contemplated Transactions and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the transactions contemplated hereby and the Company will supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy StatementStatement or the Contemplated Transactions. The Subject to applicable Law, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any written comments of the SEC staff with respect thereto, the Company shall cooperate and provide Parent with and its counsel a reasonable opportunity to review and comment to propose comments on (i) the draft of the Company Proxy Statement (including each amendment such document or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, response and the Company will provide to shall consider and implement in good faith such comments reasonably proposed by Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it counsel for use in the Schedule 13E-3 which shall have become false or misleadinginclusion therein. If at any time prior to the Effective Time, Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information should be relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by any party hereto which a Party that should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall will promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.. 66

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offer, if requiredthis Agreement, the Company shall prepare and file with the SEC the Company Proxy Statement, and the Company and Parent shall prepare and file with the SEC the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statementforegoing documents. The Company will use its reasonable best efforts to have the Proxy Statement, and Parent and the Company Proxy Statement will use their reasonable best efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders 's stockholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement such with or sending such to the SEC, and Parent and the Company will provide to Parent each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or the Schedule 13E-3 so that the Company Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly Without in any way limiting the remaining provisions of this Section 5.1, the Company, the Parents and Merger Sub shall each use all commercially reasonable efforts to take or cause to be taken such actions as reasonably practicable after consummation of may be required to be taken under the OfferExchange Act, if requiredany other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC SEC, as promptly as practicable following the Company date of this Agreement (and in any event within fifteen (15) days following the date of this Agreement unless otherwise consented to by the Parents (such consent not to be unreasonably withheld)), the Proxy StatementStatement in preliminary form relating to the Merger and the other transactions contemplated by this Agreement, and Parent and the Company and the Parents shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its commercially reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC respond as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to any comments of the SEC and to cause the Company Proxy Statement to be mailed to the Company Common Stockholders at the earliest reasonably practicable date; provided that prior to the filing of the Proxy Statement, the Company shall consult with the Parents with respect to such filing and shall afford the Parents or their Representatives reasonable opportunity to comment thereon, and shall consider reasonably in good faith including in such document comments reasonably proposed by the Parents. The Parents and Merger Sub shall provide the Company’s shareholders , as promptly as reasonably practicable after practicable, with any information for inclusion in the Company Proxy Statement is cleared by the staff of the SECwhich may be required under applicable Law. The Company shall as promptly as reasonably practicable notify Parent the Parents of the receipt of any oral or written comments from the staff of the SEC relating and of any request from the SEC for amendments or supplements to the Company Proxy Statement. The Company shall cooperate Statement or for additional information, and provide Parent will promptly supply the Parents with a reasonable opportunity to review and comment on (i) the draft copies of all correspondence between the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of its Representatives, on the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECone hand, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or members of its staff with respect thereto. Concurrently with staff, on the preparation and filing of the Company Proxy Statementother hand, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Proxy Statement or the Merger. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3Company, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Parents and Merger Sub shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Each Party agrees of the Company, the Parents and Merger Sub agree to promptly correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become materially false or misleading. If at any time prior to the Effective Time, Company Meeting any information event should be discovered occur which is required by any party hereto which should applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will, with the cooperation of the Parents, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, Company’s stockholders to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, provided that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party Parents with respect to such amendment or supplement and shall afford the other Party and Parents or their Representatives reasonable opportunity to comment thereon, and shall consider reasonably in good faith including in such amendment or supplement comments reasonably proposed by the Parents.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the Offer, if requireddate hereof (and in any event within twenty-five (25) Business Days after the date hereof), the Company shall prepare and file with the SEC the Company Proxy Statement, which shall, subject to Section 5.3, include the Recommendation, and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have respond to any comments by the Company SEC staff in respect of the Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to the receipt thereof (with the assistance of Parent and Merger Sub), and shall cause the Company definitive Proxy Statement to be mailed to the Company’s shareholders as stockholders promptly as reasonably practicable after following the Company time the Proxy Statement is cleared by the staff SEC for mailing to the Company’s stockholders (and in any event within five (5) Business Days after such time). Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the SECtype contemplated by this Agreement or as otherwise required by applicable Law, requested by the SEC or its staff or as the Company may reasonably request. The Company shall as promptly as reasonably practicable notify Parent of Subject to applicable Law, prior to filing or mailing the receipt of Proxy Statement or filing any oral other required filings (or, in each case, any amendment thereof or written supplement thereto) or responding to any comments from the staff of the SEC relating to with respect thereto, the Company Proxy Statement. The Company shall cooperate (unless and until a Change of Recommendation has occurred or in connection with the matters described in Section 5.3) provide Parent and its counsel with a reasonable opportunity to review and comment on (iwhich comments shall be made promptly) the draft of the Company Proxy Statement (such document or response and shall consider in good faith, including each amendment in such document or supplement thereto) and (ii) all written responses to requests for additional information response comments reasonably proposed by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingcounsel. If at any time prior to the Effective Time, Company Meeting any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by any party hereto a party, which information should be set forth in an amendment or supplement to the Company Proxy Statement, so that either the Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and the Company shall, if it determines in good faith that such information should be set forth in an amendment or supplement to the Proxy Statement, correct (with the assistance of Parent) such information, and as promptly as reasonably practicable, prepare and file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company disseminate same to the shareholders stockholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after consummation the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Joint Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its respective reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby in accordance herewith. The Parent and the Company will shall each use its their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Merger and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as promptly as may be reasonably practicable notify requested by Parent of the receipt of in connection with any oral such action. No filing or written comments from the staff of the SEC relating mailing of, or amendment or supplement to the Company Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such filingevent, the Company and Parent as the case may be, this right of approval shall consult with the other Party apply only with respect to such amendment information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, and in such event, this right of approval shall afford apply only with respect to information relating to the other Party and their Representatives reasonable opportunity to comment thereon.Company or its business, financial condition or results of operations. A “

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of following the Offerdate hereof, if requiredAcquiror and Company shall cooperate in preparing and shall cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the proxy statement/prospectus relating to the matters to be submitted to Company’s stockholders at the Company Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the Company “Proxy Statement/Prospectus”) and Acquiror shall prepare and file with the SEC a registration statement on Form S-4 (of which the Company Proxy Statement/Prospectus shall be a part) with respect to the issuance of Acquiror Common Stock in the Merger (such Form S-4, and Parent any amendments or supplements thereto, the “Form S-4”). Each of Acquiror and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement Statement/Prospectus cleared by the staff of SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Acquiror and Company shall, as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause receipt thereof, provide the Company Proxy Statement to be mailed other party copies of any written comments and advise the other party of any oral comments with respect to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of Statement/Prospectus or Form S-4 received from the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company Each party shall cooperate and provide Parent the other party with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each any amendment or supplement thereto) to the Proxy Statement/Prospectus and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, Form S-4 prior to filing of the Company Proxy Statement such with or sending such to the SEC, and the Company each party will provide to Parent copies the other party with a copy of all such filings made and correspondence with the SEC or its staff with respect theretoSEC. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Acquiror shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and take any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact action required to be stated therein or necessary taken under any applicable state securities laws in connection with the Merger and each party shall furnish all information concerning it and the others to make its capital stock as may be reasonably requested in connection with any such action. Each party will advise the statements thereinother party, in the light promptly after it receives notice thereof, of the circumstances under which they were made, not misleadingtime when the Form S-4 has become effective, the party which discovers such information shall promptly notify issuance of any stop order, the other parties hereto andsuspension of the qualification of the Acquiror Common stock issuable in connection with the Merger for offering or sale in any jurisdiction, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed any request by the Company with the SEC and disseminated by the Company to the shareholders for amendment of the Company; provided, however, that prior to such filing, Proxy Statement/Prospectus or the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonForm S-4.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event, within twenty (20) Business Days after consummation the date of the Offer, if requiredthis Agreement), the Company shall prepare and file (as applicable) with the SEC the Company preliminary Proxy Statement. The Company will not file the Proxy Statement (or any amendments or supplements thereto) with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and Parent and the Company will give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by Parent and its counsel. Parent shall cooperate with each other the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and its Affiliates that is required in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts shall respond promptly to have the Company Proxy Statement cleared by the staff of any comments from the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by or the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent promptly of the receipt of any oral comments (whether written or written comments oral) from the SEC or the staff of the SEC relating and of any request by the SEC or the staff of the SEC for amendments or supplements to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments shall supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, prior to filing of on the Company Proxy Statement with or sending such to the SECother hand, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of Proxy Statement or the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required transactions contemplated by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleadingthis Agreement. If at any time prior to the Effective Time, Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information should be relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by any party hereto which Parent or the Company that should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 Statement, so that the Company Proxy Statement or Schedule 13E-3 would not include any a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be disseminated to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”) (but in any event, within ten (10) Business Days thereafter, unless otherwise agreed to by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereonParent).

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after consummation the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Joint Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its respective reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Mergers and the other transactions contemplated hereby in accordance herewith. The Parent and the Company will shall each use its their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Mergers and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the First Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as promptly as may be reasonably practicable notify requested by Parent of the receipt of in connection with any oral such action. No filing or written comments from the staff of the SEC relating mailing of, or amendment or supplement to the Company Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such filingevent, the Company and Parent as the case may be, this right of approval shall consult with the other Party apply only with respect to such amendment information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, and in such event, this right of approval shall afford apply only with respect to information relating to the other Party and their Representatives reasonable opportunity to comment thereon.Company or its business, financial condition or results of operations. A “

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after consummation the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Joint Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its respective reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby in accordance herewith. The Parent and the Company will shall each use its their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Merger and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as promptly as may be reasonably practicable notify requested by Parent of the receipt of in connection with any oral such action. No filing or written comments from the staff of the SEC relating mailing of, or amendment or supplement to the Company Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior to such filingthe Company, the in connection with a Company and Parent as the case Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may be, shall consult with the other Party with respect to such amendment amend or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.Joint Proxy

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after consummation the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Joint Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its respective reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby in accordance herewith. The Parent and the Company will shall each use its their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Merger and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as promptly as may be reasonably practicable notify requested by Parent of the receipt of in connection with any oral such action. No filing or written comments from the staff of the SEC relating mailing of, or amendment or supplement to the Company Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such filingevent, the Company and Parent as the case may be, this right of approval shall consult with the other Party apply only with respect to such amendment information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, and in such event, this right of approval shall afford apply only with respect to information relating to the other Party and their Representatives reasonable opportunity to comment thereon.Company or its business, financial condition or results of operations. A “

Filings; Other Actions. (a) As promptly The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as reasonably practicable after consummation of may be required to be taken under the OfferExchange Act any other federal securities Laws, if requiredand under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC the Company Proxy StatementStatement and the Schedule 13E-3 relating to the Merger and the other transactions contemplated by this Agreement, and Parent and the Company and Parent shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its all reasonable best efforts to have respond to the Company Proxy Statement cleared by the staff comments of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts and to cause the Company Proxy Statement to be mailed to the Company’s shareholders stockholders, all as promptly as reasonably practicable after practicable; provided, however, that prior to the filing of the Proxy Statement and the Schedule 13E-3, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement and the Schedule 13E-3 which may be required under applicable Law and/or which is cleared reasonably requested by the staff of the SECCompany. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating and of any request from the SEC for amendments or supplements to the Company Proxy Statement. The Company shall cooperate Statement or the Schedule 13E-3 or for additional information, and provide will promptly supply Parent with a reasonable opportunity to review and comment on (i) the draft copies of all correspondence between the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of its Representatives, on the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SECone hand, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or members of its staff staff, on the other hand, with respect thereto. Concurrently with to the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to or the Merger. The Parties shall cooperate and consult with each other in preparation Each of the Schedule 13E-3Company, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees of the Company, Parent and Merger Sub agree to promptly correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, Company Meeting any information event should be discovered occur which is required by any party hereto which should applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, Company’s stockholders to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party Parent with respect to such amendment or supplement and shall afford the other Party and their Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the extent that the Special Committee or the Board of Directors determines in good faith, after consultation with the Company’s or the Special Committee’s legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after consummation the date of the Offerthis Agreement, if required, Parent and the Company shall prepare and file with the SEC the Company Form S-4, which will include the Joint Proxy Statement, and /Prospectus. Each of Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its respective reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby in accordance herewith. The Parent and the Company will shall each use its their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Merger and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as promptly as may be reasonably practicable notify requested by Parent of the receipt of in connection with any oral such action. No filing or written comments from the staff of the SEC relating mailing of, or amendment or supplement to the Company Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such filingevent, the Company and Parent as the case may be, this right of approval shall consult with the other Party apply only with respect to such amendment information relating to Parent or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.its business, financial

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, (i) Parent and the Company shall prepare the Form S-4, which will include the Joint Proxy Statement/Prospectus, (ii) Parent and the Company shall file with the SEC the Company Joint Proxy Statement/Prospectus and (iii) Parent shall file the Form S-4, and Parent and which will include the Company shall cooperate with each other Joint Proxy Statement/Prospectus, in connection with the preparation registration under the Securities Act of the Company Proxy Statementshares of Parent Common Stock to be issued in the Merger. The Company will Parent shall use its reasonable best efforts to have the Company Proxy Statement cleared by Form S-4 declared effective under the staff of the SEC Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Each of Parent and the Company will use its reasonable best efforts to cause the Company Joint Proxy Statement Statement/Prospectus to be mailed to the Company’s shareholders its respective stockholders, as promptly applicable, as soon as reasonably practicable after the Company Proxy Statement Form S-4 is cleared declared effective by the staff SEC under the Securities Act (the date upon which such mailing occurs, the “Joint Proxy Statement/Prospectus Mailing Date”). Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the SECtransactions contemplated by this Agreement, including the Merger and the Share Issuance. The Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the Share Issuance and the reservation of shares of Parent Common Stock in the Merger, and the Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement. The Company /Prospectus will be made by Parent or the Company, as applicable, without the other Party’s prior consent (which shall cooperate not be unreasonably withheld, conditioned or delayed) and provide Parent with without providing the other Party a reasonable opportunity to review and comment on thereon (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written which comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required be considered by the Exchange Act to be set forth other Party in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Company Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companygood faith); provided, however, that prior Parent or the Company, as applicable, in connection with an Adverse Recommendation Change, a Takeover Proposal or a Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus or the Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment, and in such filingevent, the Company and Parent as the case may be, this right of approval shall consult apply only with respect to information relating to the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.its business, financial

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation following the date of the Offerthis Agreement, if required, Parent and the Company shall prepare cooperate in preparing and file shall cause to be filed with the SEC mutually acceptable proxy materials for the shareholders of the Company and an information statement pursuant to Rule 14c-2 promulgated under the Exchange Act for the stockholders of Parent that shall together constitute the Proxy Statement, /Prospectus and Parent and the Company shall cooperate with each other in connection prepare, and Parent shall file with the preparation SEC, the Form S-4. The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the Company DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent’s prospectus. The Each of Parent and the Company will shall use its reasonable best efforts to have the Company Proxy Statement Statement/Prospectus cleared by the staff of SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the transactions contemplated hereby. Parent and the Company shall, as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of Statement/Prospectus or Form S-4 received from the SEC. The Company shall as promptly as reasonably practicable notify Parent of and the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent each other with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each any amendment or supplement thereto) to the Proxy Statement/Prospectus and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, Form S-4 prior to filing of the Company Proxy Statement such with or sending such to the SEC, and the Company each will provide to Parent copies each other with a copy of all such filings made and correspondence with the SEC SEC. Notwithstanding any other provision herein to the contrary, no amendment or its staff with respect thereto. Concurrently with supplement (including by incorporation by reference) to the preparation and filing of the Company Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, however, that, the Parties shall jointly prepare and file Company, in connection with a Change of Recommendation, may amend or supplement the SEC the Schedule 13E-3 with respect Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the Mergereffect such a Change of Recommendation. The Parties shall cooperate Company and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall Parent will use its reasonable best efforts to resolve all SEC comments with respect cause the Proxy Statement/Prospectus to the Schedule 13E-3 be mailed to Company shareholders and any other required filings Parent stockholders as promptly as practicable after receipt the Form S-4 is declared effective under the Securities Act. Parent and the Company will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If If, at any time prior to the Effective Time, any information should be relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by any party hereto which Parent or the Company and such information should be set forth in an amendment or supplement to any of the Company Form S-4 or the Proxy Statement or Schedule 13E-3 Statement/Prospectus so that the Company Proxy Statement or Schedule 13E-3 any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers hereto discovering such information shall promptly notify the other parties hereto party and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.